E-Z Audit End User License Agreement
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E-Z Audit End User License Agreement

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IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE ("SOFTWARE"). THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND ATCONSULTING LLC. THE "SOFTWARE" SHALL INCLUDE ANY RELEASES, REVISIONS, OR ENHANCEMENTS TO THE SOFTWARE THAT ATCONSULTING LLC MAY FURNISH TO YOU. ATCONSULTING LLC AND/OR ITS SUBSIDIARIES (COLLECTIVELY, "ATCONSULTING") IS WILLING TO LICENSE THE SOFTWARE TO YOU (REFERENCED BELOW AS "YOU" OR "YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING ON THE "AGREE" OR "YES" BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE "I DO NOT AGREE", "NO" BUTTON, OR OTHERWISE INDICATE REFUSAL, AND MAKE NO USE WHATSOEVER OF THE SOFTWARE. THE SOFTWARE IS PROTECTED BY COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. THIS AGREEMENT IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. TITLE TO THE SOFTWARE AND ALL RELATED INTELLECTUAL PROPERTY IS AND SHALL REMAIN AT ALL TIMES WITH ATCONSULTING. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN ATCONSULTING AND YOU RESPECTING THE SOFTWARE AND SUPERCEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS, AGREEMENTS OR COMMUNICATIONS RESPECTING ITS SUBJECT MATTER. 1. License. ...

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IMPORTANT: PLEASEREAD THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE ("SOFTWARE").THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND ATCONSULTING LLC.THE "SOFTWARE" SHALL INCLUDE ANY RELEASES, REVISIONS, OR ENHANCEMENTS TO THE SOFTWARE THAT ATCONSULTING LLC MAY FURNISH TO YOU.ATCONSULTING LLC AND/OR ITS SUBSIDIARIES (COLLECTIVELY, "ATCONSULTING") IS WILLING TO LICENSE THE SOFTWARE TO YOU (REFERENCED BELOW AS "YOU" OR "YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT.BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING ON THE "AGREE" OR "YES" BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE "I DO NOT AGREE", "NO" BUTTON, OR OTHERWISE INDICATE REFUSAL, AND MAKE NO USE WHATSOEVER OF THE SOFTWARE. THE SOFTWARE IS PROTECTED BY COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. THIS AGREEMENT IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE.TITLE TO THE SOFTWARE AND ALL RELATED INTELLECTUAL PROPERTY IS AND SHALL REMAIN AT ALL TIMES WITH ATCONSULTING. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN ATCONSULTING AND YOU RESPECTING THE SOFTWARE AND SUPERCEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS, AGREEMENTS OR COMMUNICATIONS RESPECTING ITS SUBJECT MATTER. 1. License. Subject to the terms, covenants, conditions, limitations and terms contained in this Agreement, ATConsulting hereby grants You a nonexclusive, personal, nontransferable, limited right and license to use the Software only in machine-readable, object code form on only the licensed servers and/or computers at any time. ATConsultingalso grants You a nonexclusive, personal, nontransferable, limited right and license to use the documentation, manuals and other material in any form that ATConsulting may deliver to You based on this Agreement (collectively, the "Documentation") in connection with Your use of the Software in accordance with this Agreement, all on the terms and conditions contained herein. Exceptas may be modified by ATConsulting in writing to You either preceding or follows this Agreement, Your rights and obligations with respect to the use of this Software are as follows: Evaluation Limitations: Evaluation and free trial copies of the Software are limited in their capabilities as to the number of users or items of data or other limitations. They are licensed only for evaluation purposes.Disabling any restrictions or locks on said evaluation or trial software terminates Your rights automatically and without notice from ATConsulting to use the Software. You may: A. You may audit the total number of PCs and/or servers that are Your owned or leased property and at Your owned or leased premises based on the license level purchased; B. You may make only one copy of the Software and Documentation for archival purposes, or you may copy the Software and Documentation onto the hard disk of Your computer only for archival purposes; C. You may use the Software and Documentation only for Your own internal use; You may not: A. Sublicense, rent or lease any portion of the Software or Documentation; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software or Documentation;
B. Use a previous version or copy of the Software or Documentation after You have received an upgraded or updated version. Upon upgrading or updating the Software, all copies of the prior version must be destroyed; C. Use a later version of the Software than is provided herewith unless You have purchased the appropriate upgrade or have otherwise separately acquired the right to use such later version; D. Re-package the Software or any portion of it, bundle the Software or any portion of it with any other software or service package, use its functionality directly or indirectly in any manner to support another software program or service offering unless explicitly and in writing authorized by ATConsulting; E. Use the Software to perform services for third parties where the Software enables, facilitates or comprises in part or in whole such service(s) unless You have purchased separate and appropriate licenses in accordance with the number and type of licenses the third party would be required to purchase if they were to license the Software for their own use unless explicitly and in writing authorized by ATConsulting; F. Use the Software in any manner not authorized by this license. 2. Termination: In addition to any other remedies available at law, in equity or under this Agreement, ATConsulting may terminate any or all licenses granted by this Agreement upon written notice to You if You breach any of the obligations under this Agreement and such breach remains uncured for more than ten (10) days after ATConsulting sends You written notice of such breach.Notwithstanding the above, ATConsulting may immediately terminate this Agreement and the licenses granted herein upon written notice to You if You breach Your limitations on Your right to copy, modify, distribute or transfer the Software or Documentation, reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software or Documentation, distribute or in any manner make available registration numbers or any other files required to use the software in its full, registered capacity to any party whatsoever that has not purchased a license from ATConsulting directly or through its authorized vendors for their exclusive use. Any termination shall terminate all rights granted to You under this Agreement but shall not affect Your obligations under Section 3, which shall remain in effect after termination. Upon such termination You will: a)Delete the Software from your PCs and/or servers; b)Delete, if applicable, the Software from PCs and/or servers of entities you provided or transferred to the Software to in violation of any licensing requirements set forth herein; c)Delete information and/or files, if applicable, from any Web sites, newsgroups, or other sources of information where you placed such information and/or files that allow non-licensed parties to obtain the necessary information and/or files to use the Software in an unauthorized and/or unlicensed manner. Within five (5) days after this Agreement terminates for any reason, You shall certify to ATConsulting in writing that You have complied with all requirements set forth in this Section 2.Nothing in this paragraph shall be construed to grant You any rights that are inconsistent with the restrictions set forth this Agreement. 3. Proprietary Rights and Restrictions: You may not make any changes, additions, enhancements or modifications to the Software or Documentation without the express prior written consent of ATConsulting, whose consent shall be granted or withheld in ATConsulting's sole discretion. Youacknowledge that the Software and the Documentation, any
enhancements, corrections, and modifications to the Software and the Documentation (regardless whether made by You or anyone else) and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or the Documentation (or any enhancements, corrections or modifications) are and shall remain the sole and exclusive property of ATConsulting. You acknowledge that money damages may not be an adequate remedy for any breach or violation of any requirement set forth in this Section 3 and that any such breach or violation may leave ATConsulting without an adequate remedy at law. You therefore agree that, in addition to any other remedies available at law, in equity or under this Agreement, ATConsulting shall be entitled to obtain injunctive relief from a court of competent jurisdiction to restrain any such breach or violation. 4. Limited Warranty and Disclaimer of Damages: ATConsulting does not warrant that the Software or Documentation will meet Your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.ATCONSULTING IS PROVIDING THE SOFTWARE AND THE DOCUMENTATION "AS IS."ATCONSULTING DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ATCONSULTING KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), OR CONDITIONS OF TITLE OR NONINFRIGEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ATCONSULTING ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. ATConsulting may determine at its sole discretion the lifespan of support and updates to its software versions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ATConsulting OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION EVEN IF ATCONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL ATCONSULTING'S LIABILITY OR ITS LICENSORS' LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE.The disclaimers and limitations set forth above will apply regardless of whether You accept the Software. SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE EXCLUSION OF LIMITED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 5. No Export.You shall comply with all applicable laws and regulations of the United States and/or any foreign countries with respect to the use of the Software and Documentation outside of the United States, including without limitation import and export restrictions, obtaining any necessary consents and licenses and registering or filing any document.You hereby certify that You will not knowingly transfer, export, re-export, transship, or use, directly or indirectly, the Software or Documentation or related information or the direct product of such data, media, or products in violation of United States laws and regulations (including without limitation, the U.S. Export Administration Regulations), unless prior written authorization is obtained from us and the appropriate United States government agency.Additionally, if the Software or Documentation is identified as export controlled items under any relevant export law, you represent and warrant that you are not a citizen, or otherwise
located within, an embargoed nation and that you are not otherwise prohibited under relevant laws from receiving the Software or Documentation. 6. No Assignment/No Third Party Beneficiaries: This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.You may not assign this Agreement or any of the rights or obligations created hereunder without the express prior written consent of ATConsulting.This prohibition on assignment includes the assignment (or attempt to assign) by You of any of Your rights or obligations under this Agreement:(i) to any of Your affiliates; (ii) as a part of the sale of all or substantially all of Your assets; or (iii) pursuant to a merger, consolidation or corporate reorganization.ATConsulting has the right to assign this Agreement without Your prior written consent. Nothing in this Agreement is intended to or shall confer any rights or remedies on any person other than the parties hereto, their respective successors and assigns. 7. Controlling Law and Severability. This Agreement shall be governed by the laws of the State of Connecticut and You consent to the jurisdiction and venue of Connecticut courts as the exclusive forum for all disputes concerning this Agreement, the Software or the Documentation. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 8. NoWaiver: Either party's failure to enforce any right granted by this Agreement or to take action in response to any breach of this Agreement shall not be deemed a waiver of that party's right to enforce any other right or to take action in response to any other breach. 9. Complete Agreement. This License constitutes the entire agreement between You and ATConsulting with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
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